As filed with the Securities and Exchange Commission on July 8, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PAGING PARTNERS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3281446
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
(908) 409-7088
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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RICHARD J. GIACCHI Copy to: VINCENT J. McGILL, ESQ.
Freehold Office Plaza PHILLIPS NIZER BENJAMIN
4249 Route 9 North, Building 2 KRIM & BALLON LLP
Freehold, New Jersey 07728 666 Fifth Avenue
(908) 409-7088 New York, New York 10103
(Name, address, including zip code (212) 977-9700
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed Maximum Proposed Maximum
securities to be Offering Price Per Aggregate Offering Price Amount of Registration
registered Amount to be registered Security (1) (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 857,143 $2.875 $2,464,286.13 $849.75
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</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price per security and
maximum aggregate offering price of the Common Stock have been calculated
on the basis of the average of the high and low sale prices of the Common
Stock, as reported by the Nasdaq SmallCap Market on July 1, 1996.
---------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Subject To Completion, Dated July 8, 1996
857,143 shares of Common Stock
PAGING PARTNERS CORPORATION
This Prospectus relates to the resale of 857,143 shares (the "Shares") of
common stock, $.01 par value per share ("Common Stock"), of Paging Partners
Corporation, a Delaware corporation (the "Company"), from time to time for the
account of certain securityholders of the Company (the "Selling Stockholders").
The distribution of the Common Stock by the Selling Stockholders or by
their respective pledgees, donees, transferees or other successors in interest
may be effected from time to time in one or more transactions for their own
accounts (which may include block transactions) on the Nasdaq SmallCap Market
("Nasdaq"), or on any exchange on which the Common Stock may then be listed in
negotiated transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), through short sales,
sales against the box, puts and calls and other transactions in securities of
the Company or other derivatives thereof, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling Common Stock to or through broker-dealers,
including broker-dealers who may act as underwriters, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders or the purchasers of Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also sell Common Stock
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), or may pledge Common Stock as collateral for margin
accounts and such shares of Common Stock could be resold pursuant to the terms
of such accounts. The Selling Stockholders and any other participating brokers
and dealers may be deemed to be "underwriters" as defined in Section 2(11) of
the Securities Act. See "THE SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION."
The Common Stock of the Company is traded on the Nasdaq SmallCap Market
under the symbol "PPAR." The last sale price for the Common Stock, as reported
on Nasdaq on July 1, 1996, was $2.875.
None of the proceeds from the sale of the Common Stock by the Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses, other than selling commissions and fees, in connection with the
registration and sale of the Common Stock being offered by the Selling
Stockholders. See "PLAN OF DISTRIBUTION."
See "RISK FACTORS," which appear on pages 7 through 9 of this Prospectus,
for certain considerations relevant to an investment in the securities offered
hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is _____________________, 1996
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations or projections of future performance
other than those contained in this Prospectus, and any such other information,
projections or representations, if given or made, must not be relied upon as
having been so authorized. The delivery of this Prospectus or any sale hereunder
at any time does not imply that the information herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
Available Information.................................................. 2
Incorporation of Certain Documents by Reference........................ 3
The Company............................................................ 4
The Offering........................................................... 6
Risk Factors........................................................... 7
The Selling Stockholders............................................... 10
Plan of Distribution................................................... 11
Use of Proceeds........................................................ 11
Legal Matters.......................................................... 11
Experts................................................................ 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 75 Park Place, New York, New York 10007, and at 500 West
Madison Street, Northwestern Atrium Center, Suite 1400, Chicago, Illinois
60661-2511. Copies of this material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies may also be obtained through the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, exhibits and schedules.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-13002) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, as amended by Form 10-KSB/A.
(2) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1996.
(3) The Company's Report on Form 10-C as filed on May 15, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock hereunder shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. The Company will provide a copy of any or all of such
documents (exclusive of exhibits unless such exhibits are specifically
incorporated by reference therein), without charge, to each person to whom this
Prospectus is delivered, upon written or oral request to: Paging Partners
Corporation, Freehold Office Plaza, 4249 Route 9 North, Building 2, Freehold,
New Jersey 07728, (908) 409-7088, Attention: Mr. Richard J. Giacchi.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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<PAGE>
THE COMPANY
The following summary is qualified in its entirety by the more detailed
information and financial data appearing elsewhere or incorporated by reference
in this Prospectus. Investors should carefully consider the information set
forth under the heading "RISK FACTORS."
Paging Partners Corporation (the "Company" or "Paging Partners") operates
technologically advanced radio common carrier paging systems which provide
one-way wireless messaging services. The Company's Metro System, which
broadcasts on 931.7875 MHz (the "Metro System"), initially focused on the New
York Metropolitan area and currently provides service over portions of five
states (New York, New Jersey, Connecticut, Pennsylvania and Delaware). The
Company commenced construction of its Metro System in November 1990, initiated
service in June 1991, and since that time has experienced rapid growth in the
number of pagers served by and revenues generated from its Metro System. The
Company purchased certain licenses in the Baltimore/Washington area for the
931.7875 MHz frequency and related assets, and will seek to expand the service
area of its Metro System from the New York metropolitan area to
Baltimore/Washington, D.C.
During 1994 the Company obtained licenses from the Federal Communications
Commission ("FCC") to construct a paging system (its "Corridor System" and,
together with the Metro System, the "Systems" and each individually, a "System")
operating on a single frequency (929.6375 MHz) in the territory extending along
Interstate I-95 from Baltimore/Washington to Boston (the "Northeast Corridor").
The Company has completed sufficient construction of the Corridor System to
ensure exclusive operation on the 929.6375 MHz frequency throughout the
Corridor, including the metropolitan areas of Baltimore/Washington, D.C.,
Philadelphia, New York and Boston, and now provides continuous service from
Boston to Washington, D.C. Because the Corridor System is independent of the
Company's Metro System, the Company continues to operate both Systems, and has
the flexibility to provide Resellers customized access to service on either
System.
To date the Company has not provided its services directly to paging
subscribers. The Company has acted exclusively as a wholesaler and offered
access to its Systems to paging service companies, retailers and other third
parties which, in turn, directly solicit and service subscribers. In addition,
the Company has solicited private network operators, radio common carriers
("RCCs") and other service providers (collectively with the paging service
companies, retailers and other parties described in the preceding sentence,
"Resellers") which have a need for bulk paging or data transmission in the
territories serviced by the Company's transmission facilities. To increase the
penetration of its Systems, the Company has recently commenced the direct
solicitation of larger businesses, hospitals and other organizations which
provide pagers to their employees. Such larger organizations are not viewed by
Management as the traditional customer of the Company's Resellers and Management
believes that Resellers will not view such sales activity by the Company as a
competitive threat. Accordingly, Management believes that Resellers will remain
more likely to sell the Company's services than those of other paging system
operators which actively compete with Resellers for the business of individual
and smaller subscribers, although there can be no assurance this, in fact, is
the case. The Company believes that by relying upon Resellers to service
individual and smaller subscribers, it can successfully develop and market its
paging systems without the cost of the in-house sales and service personnel
otherwise necessary to solicit and service individual subscribers.
By utilizing technologically advanced transmission systems, the Company
emphasizes and has been successful in providing high quality services targeted
toward the higher end of the paging market - pagers which receive alphanumeric
messages (i.e., messages consisting of both numbers and letters). Consequently,
the proportion of the pagers serviced by the Company which are alphanumeric far
exceeds the industry average. As
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<PAGE>
part of its emphasis of data transmission and alphanumeric services, the Company
is developing proprietary software which will enable the Company to receive,
format and transmit large quantities of information received from multiple
sources so that Resellers can offer subscribers the ability to receive
customized information on topics preselected by the subscriber.
The Company's emphasis on alphanumeric services is highlighted by its
AlphaPlus(TM) and AlphaPlus(TM) E-Mail software and services, and most recently,
by its joint announcement with Motorola, Inc. that it intends to make branded
information services available over its Systems. AlphaPlus(TM) allows
subscribers to select from information services provided by the Company (such as
customized dispatching, traffic, sports, weather, financial updates and news
headlines), the content to be received by their pagers. AlphaPlus(TM) E-Mail
allows subscribers to receive LAN-based E-Mail messages on their pagers without
having to establish an Internet address. The Company's AlphaPlus(TM) E-Mail
software copies messages directly from the subscriber's E-Mail software,
including Microsoft Mail, cc: Mail, and Lotus Notes, to his or her pager
allowing the subscriber to review his or her E-Mail as it is received. The
Company's agreement with Motorola will allow the Company to supplement its
AlphaPlus(TM) offerings by making available over its Systems branded information
services developed by Motorola through its alliances with leading service
providers. The first of these services, ESPNET.To.Go, a sports news service
developed in conjunction with ESPN, was made available in May 1996.
The Company's principal executive offices are located at Freehold Office
Plaza, 4249 Route 9 North, Building 2, Freehold, New Jersey 07728, (908)
409-7088.
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<PAGE>
THE OFFERING
Securities offered by the Selling
Stockholders..................... 857,143 shares of Common Stock held by
various individuals and entities.
Common Stock outstanding
(before and after the offering).. 5,657,143 shares (1)
Nasdaq symbol...................... PPAR
Risk Factors....................... See "RISK FACTORS" for a discussion of
certain factors to be considered by
prospective investors.
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(1) Does not include (i) 253,500 shares of Common Stock issuable upon exercise
of options previously granted under the Company's 1993 Stock Option Plan,
(ii) 1,800,000 shares of Common Stock reserved for issuance upon exercise
of warrants held by the public (the "Public Warrants"), or (iii) 340,000
shares of Common Stock reserved for issuance upon exercise of warrants held
by GKN Securities Corp. (the "GKN Warrants") to purchase 170,000 "Units,"
each Unit consisting of one share of Common Stock and one warrant to
purchase one share of Common Stock. See "RISK FACTORS - Adverse
Consequences Associated with Substantial Shares of Common Stock Reserved
for Issuance."
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<PAGE>
RISK FACTORS
In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information contained and incorporated by reference herein before purchasing the
shares of Common Stock offered pursuant to this Prospectus.
Accumulated Losses; Capital Deficiency; Net Working Capital Deficiency;
Uncertainty of Financial Results. The Company commenced operations in November
1990 and has accumulated net losses of $5,471,000 through March 31, 1996. The
Company generated a net loss of approximately $658,000 during the first quarter
of 1996 and management does not expect the Company to operate profitably during
1996. There can be no assurance that the Company will operate profitably in the
future. The Company will only be able to recoup the amounts spent to date, if at
all, if it can attract significantly increased numbers of subscribers to its
Systems, enabling it to operate such Systems profitably.
No Assurance of Successful Marketing of Systems. There can be no assurance
that the Company will be successful in its efforts to market its Systems. If the
Company does not attract significantly increased numbers of subscribers to its
Systems, the Company will not be able to operate its Systems profitably.
No Assurance of Successful Software Development. The Company has devoted
and intends to devote substantial amounts to the development of software
designed to facilitate the receipt and transmission of data. Although such
efforts to date have resulted in the development of software used to provide new
services, there can be no assurance that the Company's current or future
software development efforts will result in marketable products or services.
Possible Need for Additional Financing. The Company will continue to incur
substantial costs in the immediate future in connection with its efforts to
market its Systems and develop proprietary data receipt and transmission
software. The Company may need additional financing to develop its operations to
the stage where it will be generating sufficient cash flow to continue its
operations without additional financing. Should the Company need additional
funds, no assurance can be given that such funds will be available on terms
favorable to the Company, if at all. Substantially all of the Company's assets
are pledged to secure its obligations under its existing Credit Agreement with
Motorola, Inc. This lien may adversely affect the Company's ability to obtain
additional financing, if required.
Competition; Rapid Technological Change. The Company's Systems face
significant competition from other wireless communications services. Many of the
Company's competitors, which include local, regional and national paging
companies, some of which are owned by regional telephone companies, possess
greater financial, technical and other resources than the Company. Moreover,
certain competitors in the paging industry offer broader coverage than that
provided by the Company's Systems and certain competitors follow low-price
discounting strategies to expand market share. There can be no assurance that
the Company will be able to compete successfully.
The communications industry is characterized by rapid technological change.
Future technological advances may result in new services or products directly
competitive with the paging and data transmission services provided by the
Company. A variety of wireless one-way and two-way communication technologies,
including cellular telephone service, personal communications services, enhanced
specialized mobile radio, data networks and mobile satellite services, currently
are in use or under development. These technologies could
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result in increased capacity and efficiency for wireless two-way communication
and, accordingly, could result in increased competition for the Company. There
can be no assurance that the Company would not be adversely affected by such
technological developments. Large manufacturers dominate technology development
and changes in their product distribution or entry into the market as service
providers could reduce the Company's access to technology and harm its growth
prospects.
Recent legislative changes and regulatory changes proposed by the FCC are
aimed at encouraging technological advances and new services. In addition, the
FCC has authorized additional radio spectrum to be made available for wireless
communications services, including two-way paging and has auctioned off
substantial portions of this spectrum. There can be no assurance that the
Company will not be adversely affected by such technological change or
regulatory developments.
The FCC has stated that the future issuance of licenses such as those held
by the Company will generally be subject to competitive bidding. Competitive
bidding requirements could adversely impact the Company's ability to enter new
markets.
Regulation. As a participant in the paging industry, the Company is subject
to legislation adopted by Congress and the several state legislatures and to
regulation by the FCC and various state regulatory agencies with respect to
licensing, the transfer of licenses and other matters. There can be no assurance
that those regulatory bodies will not adopt legislation or regulations or take
other actions that would have a material adverse effect on the business of the
Company. Changes in regulation of the Company's paging business or the
allocation of radio spectrum for services that compete with the Company's
business could adversely affect the Company's results of operations.
Dependence Upon Resellers. Unlike most paging companies, the Company relies
on Resellers to market its paging systems to potential subscribers. Although
management believes that this is the most efficient way to market the Company's
Systems, the Company is dependent upon the distribution efforts of others to
solicit and service subscribers for its Systems. There can be no assurance that
the Company will be able to recruit a sufficient number of Resellers to increase
or even maintain the growth of the Systems.
Dependence Upon Key Personnel. The Company is highly dependent upon the
services of Mr. Richard Giacchi, its President and Chief Executive Officer, and
Mr. Leonard Fink, its Chairman of the Board. These individuals are responsible
for the construction of the Company's paging systems, its marketing efforts and
the formulation of the Company's growth strategy. The loss of the services of
either of these individuals could have a material adverse effect on the Company.
The Company entered into five-year employment agreements with Mr. Giacchi and
Mr. Fink, which became effective May 19, 1994. Mr. Fink's employment agreement
permits him to engage in other non-competing business activities so long as they
do not substantially interfere with his obligations to the Company. The Company
has key man insurance on the lives of Mr. Giacchi and Mr. Fink in the amounts of
$1,750,000 and $1,000,000, respectively.
Control by Principal Stockholders. Mr. Fink, Mr. Giacchi and members of
their immediate families own, and will continue to own, approximately 35% of the
outstanding Common Stock and may be in a position to elect the entire Board of
Directors and control the operations and policies of the Company.
Volatility. The market price of the Common Stock has been volatile. There
has been significant volatility in the market prices of securities of other
companies in the wireless communications industry. Factors such as
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<PAGE>
announcements of technological developments or new products, governmental
regulatory actions, variations in quarterly operating results, developments in
patent or other proprietary rights, and general market conditions may have a
significant effect on the market price of the Common Stock.
Possible Adverse Effect on Market Prices of Shares Eligible for Future
Sale. 3,857,143 shares of Common Stock currently outstanding are "restricted
securities" as that term is defined in Rule 144 under the Securities Act and
under certain circumstances may be sold without registration pursuant to that
Rule. Of the 5,657,143 shares currently outstanding, 60,395 became eligible for
sale pursuant to Rule 144 commencing March 1996 and the balance (not including
the 857,143 shares being registered hereby) became eligible for sale commencing
May 19, 1996. The Company is unable to predict the effect that sales made under
Rule 144 or otherwise may have on the market prices of the Common Stock
prevailing at the time of any such sales.
Adverse Consequences Associated with Substantial Shares of Common Stock
Reserved for Issuance. As of June 24, 1996, the Company had reserved an
aggregate of 2,393,500 shares as follows: (i) 253,500 shares of Common Stock
reserved for issuance upon exercise of options previously granted under the
Company's 1993 Stock Option Plan, (ii) 1,800,000 shares of Common Stock reserved
for issuance upon exercise of warrants held by the public (the "Public
Warrants"), and (iii) 340,000 shares of Common Stock reserved for issuance upon
exercise of warrants held by GKN Securities Corp. (the "GKN Warrants") to
purchase 170,000 "Units," each Unit consisting of one share of Common Stock and
one warrant to purchase one share of Common Stock. Should a significant portion
of such warrants and options be exercised and become freely tradeable, the
resulting increase in the amount of the Common Stock in the public market may
have the effect of reducing the market price thereof.
Possible Adverse Effect of Issuance of Preferred Stock; Anti-Takeover
Provisions. The Company has an authorized class of 1,000,000 shares of preferred
stock which may be issued by the Board of Directors on such terms and with such
rights, preferences and designations as the Board may determine. Issuance of
such preferred stock, depending upon the rights, preferences and designations
thereof, may have the effect of delaying, deterring or preventing a change in
control of the Company. In addition, the Company's Certificate of Incorporation
provides for a classified board of directors which may have the effect of
delaying or deterring certain changes in control of the Company. Further,
certain "anti-takeover" provisions of the Delaware General Corporation Law,
among other things, restrict the ability of stockholders to effect a merger or
business combination or obtain control of the Company, and may be considered
disadvantageous by a stockholder. The Company is unable to predict the effect
that these impediments to the ability of a third party to take over the Company
will have on the market price of the Common Stock prevailing from time to time.
No Dividends. The Company anticipates that all of its earnings in the
foreseeable future will be retained to finance the growth of its business and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future. In addition, the payment of dividends is currently prohibited under the
Company's Credit Agreement with Motorola.
Trading Market. Prior to May 19, 1994, there was no market in the Company's
securities. The Common Stock currently trades on the Nasdaq SmallCap Market
("Nasdaq"). There can be no assurance that an active trading market for the
Company's securities will be sustained. The absence of an active trading market
would reduce the liquidity of one's investment in the Company's securities.
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THE SELLING STOCKHOLDERS
The following table sets forth as of June 24, 1996, except as otherwise
noted: (i) the name of each Selling Stockholder, (ii) the number of shares of
Common Stock owned beneficially or of record by such Selling Stockholder and
(iii) the number of shares of Common Stock offered by such Selling Stockholder
hereunder. No Selling Stockholder will beneficially own more than one percent of
the outstanding Common Stock upon consummation of the offering contemplated
hereby.
Number of Shares Number of Shares
of Common Stock of Common Stock
Issued to: Beneficially Owned (1) Offered Hereby
- ---------- ---------------------- --------------
Allen & Company Incorporated 443,571 443,571
Glenn Okun (2) 114,286 114,286
American Diversified Enterprises,
Inc. (3) 61,324 61,324
Bruce Allen 57,143 57,143
Susan Allen 61,324 61,324
Paul Gould 17,282 17,282
John Schneider 20,305 20,305
Harold Wit 15,331 15,331
Philip Scaturro 15,331 15,331
Nancy Peretsman 15,331 15,331
Robert Mackie 20,305 20,305
Mary Cullen 4,181 4,181
Brian Murphy 11,429 11,429
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(1) Unless otherwise noted, all shares are beneficially owned, and sole voting
power and investment power is held by, the person named.
(2) Mr. Okun's wife is the beneficial owner of 2,500 shares, as to which Mr.
Okun disclaims beneficial ownership.
(3) Beneficially owned by Terry Allen Kramer.
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PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Stockholders or by
their respective pledgees, donees, transferees or other successors in interest
may be effected from time to time in one or more transactions for their own
accounts (which may include block transactions) on Nasdaq or any exchange on
which the Common Stock may then be listed, in negotiated transactions, through
the writing of options on shares (whether such options are listed on an options
exchange or otherwise), through short sales, sales against the box, puts and
calls and other transactions in securities of the Company or other derivatives
thereof, or a combination of such methods of sale, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling shares of Common Stock to or through broker-dealers, including
broker-dealers who may act as underwriters, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of shares of Common Stock for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also sell Common Stock
pursuant to Rule 144 promulgated under the Securities Act or pledge shares of
Common Stock as collateral for margin accounts, and such shares of Common Stock
could be resold pursuant to the terms of such accounts. The Selling Stockholders
and any participating brokers and dealers may be deemed to be "underwriters" as
defined in Section 2(11) of the Securities Act.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
The Company has agreed to bear all expenses, other than selling commissions
and fees, in connection with the registration and sale of the shares of Common
Stock being offered by the Selling Stockholders.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
being offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Phillips Nizer Benjamin Krim & Ballon LLP, New York, New
York.
-11-
<PAGE>
EXPERTS
The financial statements and financial statement schedule of the Company as
of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 and for the period from inception to December 31, 1995,
incorporated by reference in this registration statement, have been incorporated
herein in reliance on the report, Berenson & Company L.L.P., certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
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<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with this offering are:
SEC registration fee.............................. $ 849.75
Legal fees and expenses........................... 15,000.00
Blue Sky fees and expenses........................ 1,000.00
Accounting........................................ 5,000.00
Miscellaneous..................................... 2,000.00
-----------
Total ............................................ $ 23,849.75
===========
The Company has agreed to bear all expenses, other than selling commissions
and fees, in connection with the registration and sale of the shares of Common
Stock being offered by the Selling Stockholders in this offering.
Item 15. Indemnification of Directors and Officers.
The Company has included in its Certificate of Incorporation provisions to
limit the personal liability of its officers and directors for monetary damages
for breach of their fiduciary duty as directors, except for liability that
cannot be eliminated under the Delaware General Corporation Law. The Company's
Certificate of Incorporation provides that Directors of the Company will not be
personally liable for monetary damages for breach of their fiduciary duty of
directors, except for liability (i) for any breach of their duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
any unlawful payment of a dividend or unlawful stock repurchase or redemption,
as provided in Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
The By-Laws of the Company also provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law, including circumstances in which
indemnification is otherwise discretionary.
The indemnification provided by the Company's By-laws would provide
coverage for claims arising under the Securities Act and the Exchange Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the company pursuant
its Certification of Incorporation or By-laws, or the Delaware General
Corporation Law, or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
Item 16. Exhibits.
5 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP.
23.1 Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5).
23.2 Consent of Berenson & Company L.L.P.
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement of any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The Registrant hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 30th day of June,
1996.
PAGING PARTNERS CORPORATION
By: /s/ Richard J. Giacchi
-----------------------------
Richard J. Giacchi, President
Signature Titles Date
--------- ------ ----
/s/ Leonard D. Fink Chairman of the Board of Directors June 30, 1996
- -----------------------
Leonard D. Fink
/s/ Richard J. Giacchi President, Director and Principal June 30, 1996
- ----------------------- Executive Officer
Richard J. Giacchi
/s/ Jeffrey M. Bachrach Vice President, Treasurer, June 30, 1996
- ----------------------- Assistant Secretary, and Principal
Jeffrey M. Bachrach Financial and Accounting Officer
/s/ Robert Davidoff Director June 30, 1996
- -----------------------
Robert Davidoff
/s/ Monte Engler Director June 30, 1996
- -----------------------
Monte Engler
/s/ Rochelle B. King Director June 30, 1996
- -------------------------
Rochelle B. King
II-3
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
5 Opinion of Phillips Nizer Benjamin Krim
& Ballon LLP regarding legality.
23.1 Consent of Phillips Nizer Benjamin Krim
& Ballon LLP (included in Exhibit 5).
23.2 Consent of Berenson & Company LLP.
II-4
EXHIBIT 5
July 2, 1996
Paging Partners Corporation
Freehold Office Plaza
4249 Route 9 North, Building 2
Freehold, New Jersey 07728
Re: Paging Partners Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-3 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "1933 Act"), by Paging Partners Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission, relating to a proposed
public offering by certain shareholders of the Company of up to 857,143 shares
of the Company's common stock (the "Common Stock").
Terms used herein that are defined in the Registration Statement and not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
We have examined the originals or photocopies or certified copies of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures (except for those of representatives
of the Company), the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified copies
or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, and such other investigation as we
have deemed necessary, we are of the opinion that the shares of Common Stock to
be sold pursuant to the Registration Statement have been duly authorized,
legally and validly issued, fully paid and are nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the references to our firm under "Legal Matters" in the related
Prospectus. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
By: /s/ Vincent J. McGill
---------------------
A Partner
EXHIBIT 23.2
[Letterhead of Berenson & Company LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Paging Partners Corporation on Form S-3 of our report dated February 13, 1996,
appearing in the Annual Report on Form 10-KSB of Paging Partners Corporation for
the year ended December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Berenson & Company LLP
New York, NY
July 2, 1996
